Legal Management
Team Performance Heuking Kühn Lüer Wojtek is a large independent German commercial law firm. National and international clients trust the expertise and experience of our lawyers, tax consultants, and notaries. We represent the interests of medium-sized and large companies in the areas of industry, trade, and the provision of services. But also organizations, public corporations and sophisticated private clients make use of our knowledge in the most diverse fields of law. National and international presence Heuking Kühn Lüer Wojtek is represented with offices in all major business regions in Germany as well as in Brussels and Zurich. We maintain close contact with international law offices in all the important markets in the world. Thus, a worldwide expertise network of lawyers is available to you depending on the transaction or mandate. Our international advisory activity is aligned with international standards. Comprehensive advice for companies and entrepreneurs You have an entrepreneurial goal we provide the necessary legal advice. Together with our clients we develop goal-oriented strategies and implement them. We provide advice in all fields of law, which are of importance to you. This is what we understand as client-oriented legal management. 2
Identify prospects Offer perspectives Avoid conflicts Cross-border and cross-sector knowledge in combination with the understanding of economic relationships allows us to comprehensively assist our clients in negotiations and business decisions. Whether legal structure advice, entrepreneurial risk management, negotiations training, crisis management and bankruptcy consultation or corporate finance: Early legal advice makes it possible to operate with legal backing and, in case of conflict, to rapidly and efficiently identify innovative resolution approaches. Complex tasks Comprehensive advice Technical expertise, first-class training and continuous further education, in-depth specialization, as well as comprehensive industry knowledge are the cornerstones of our advisory activity. Experienced partners and carefully selected staff members develop innovative solutions to problems. Entrepreneurial thinking is part of our partnership culture as well as efficient functioning and the highest degree of personal commitment. Our clients success is also our success. 3
Our Skills Employment Law Physician and hospital Heuking Kühn Lüer Wojtek offers practice-oriented and pinpointed solutions for operational everyday life. We develop our ideas and suggested solutions in direct dialog with our clients. Together, appropriate entrepreneurial strategies are developed, such as in questions of co-determination or collective pay commitments. For larger projects, such as extensive restructurings, changes in operation or the assistance of corporate transactions as required by employment law, we are in a position to rapidly assemble large teams of experienced specialists, also from several offices. We serve physicians, hospitals, as well as private clinics in all questions of physician law, physician liability law and hospital law. To those responsible for medical facilities we offer well-grounded expertise and many years of experience in the privatization and restructuring of hospitals and clinics, also in collaboration with certified public accountants. We represent our clients nationwide both before all state courts, as well as in other conflict-resolution proceedings, in particular in corporate arbitration boards. 4
Banking Law Corporate Finance Our partnership provides counsel to financial institutions and their customers in banking law and banking supervision law. Furthermore, due to our experience in bankruptcy law, financial institutions frequently make use of our expertise in the case of customer bankruptcies and non-performing loans. In the process, we take over either complete restructuring cases or the representation of the interests of financial institutions in foreclosure sales or receivership proceedings. We also regularly assist non-performing-loan transactions on the part of the seller or on the part of the investor. The rapid and straightforward use of specialists from other fields of law ensures that in the solution of problems associated with banking law, aspects of corporation law, tax law, and competition law are also taken into consideration. The legal and fiscal general conditions for the design of complex financings are subject to permanent alteration and constant tightening. In addition, due to progressive globalization, the financing structure must also regularly satisfy the requirements of international banking and capital market law. Therefore, early and careful planning and design of legal structures is indispensable. We point to the ways in which via the issue of shares, special forms of financing of medium-sized businesses, asset-based financing, or by an initial public offering, equity or risk capital can be obtained. This applies to incorporations and expansions, to the financing of classic investments as well as to the general financing of growth. 5
Energy Law Electric utilities and energy trading companies, industry and major customers, as well as energy plant operators are among the clients, whom we advise comprehensively on all questions of energy law. Topics range from disputes with anti-trust and regulatory authorities on the contract form and negotiation of energy delivery and subscriber agreements to award procedures including advice on the tendering of energy supply agreements. In addition, we provide counsel in public law and contractual law in the project planning and installation of facilities for energy generation and storage. We also support our clients in the implementation of energy production investment models. Another focus is legal advice to companies in the energy business in the acquisition of stock or disinvestment and in the implementation of Public Private Partnership projects. With the amendment of the German Energy Industry Act [EnWG], a new phase of the regulation of the energy market was heralded. In order to satisfy the requirements of the EnWG, numerous adjustment processes are required. We advise our clients in the legal implementation of the necessary amendments. 6
EC Law, Public Authorities and European Authorities Globalization of markets and EU harmonization always create new challenges. Our specialist teams answer the questions arising from these changes in business, state and society. Far in excess of 50 percent of German business law is based on regulations of EC Law today - a continuously rising trend. Besides our confirmed expertise, we also possess the required local connections. Thus, our Brussels office keeps in close contact with European institutions and with ministries and authorities of the member states. Moreover, we assist candidate countries to the EU, which strive to become EU members, with the necessary adaptation of their legal systems to EC Law and with the privatization of former state-owned enterprises. Corporation Law/M&A Successful transactions require well thought-out planning in regard to content and timing, goal-oriented preparation of the project and assertiveness in the relevant negotiations. This is exactly what our M&A specialists ensure, even if a project must be achieved under severe time pressure. Heuking Kühn Lüer Wojtek provides legal management from one source. Independent of whether it is a matter of due diligence, draft agreements or contract negotiations, tax structuring or anti-trust clarification. In addition, we can actively assist in the design and amendment of partnership agreements, the integration of shareholders, in start-ups and restructurings as required by corporation law and in changes of corporate form or initial public offerings. 7
Intellectual Property Law and Competition Law In order to function, competition requires protection. Also and precisely when patents, utility and design patents or the protection of operational know-how are concerned. Heuking Kühn Lüer Wojtek has specialists with many years of experience in these fields of law, who stand by your side in the planning of advertising campaigns, the designing of product packaging and in defending against offenses by competitors. We also possess identified expertise in specific areas, such as pharmaceuticals law, foodstuffs law, or media law. Going Public/Delisting We assist initial public offerings of well-established companies and those of start-ups. In collaboration with tax consultants, our experts provide a genuine full service offer, which also includes assistance in the preparation of securities prospectuses for the public offering and the approval for stock exchange trading. Moreover, we are available in an advisory capacity to our clients in the selection and assignment of financial partners and issuing houses. We serve new companies in all financing and growth phases from incorporation up to the IPO. We are also available to you as contact for all questions and measures around the issues of delisting or squeeze-out. 8
Business and Contract Law In global competition, we assist our clients actively in designing national and international distribution structures, offer advice on the topic of product liability and develop customized contracts, such as in the distribution and sales of automobiles, in the computer and software industries, for financial service providers and insurance companies. Our experts can also help in the international expansion of restaurant chains or in the development of Europeanwide structures in the area of transportation and logistics. Real Estate, Construction and Award of Contracts We offer our clients efficient and cost-conscious solutions in the area of real estate and construction. Legal project management, acquisition and development of land, as well as real estate transactions including legal due diligence are among our typical scope of duties. We also provide counsel in land and real estate developments, privatizations, implementation and support of construction projects as well as sales and distribution, leasing, financing and reorganization. Local communities and public-law corporations, builders, real estate developers, investors, financing companies and medium-sized and large construction firms are among our clients. 9
Investment Funds Capital Market Law In the area of Investment Funds, our experts are advising on a wide variety of legal and tax concepts of closed-end and open funds in Germany and abroad. In addition to the structuring of funds, we are advising comprehensively on all matters of supervisory law associated with the implementation, the sale of German and foreign investment shares in Germany, and the legal and tax support of the various funds during their terms. With a view to the various linked investment assets, the fund team is exhibiting extensive expertise in almost all asset classes. In all legal aspects of the organized and unorganized capital markets, we actively represent the interests of our clients in all proceedings. In the framework of the securities supervision law, including problems under stock exchange and insider trading laws, we inform and advise regarding existing registration obligations. We are also there for you regarding questions under capital market law, which occur in connection with the acquisition of companies listed on the stock exchange. 10
Antitrust Law Air Traffic Law Whether merger control, antitrust administration or summary proceedings according to German and EC-Law: Heuking Kühn Lüer Wojtek provides counsel in all areas of antitrust law. Partners of the law firm have successfully conducted numerous antitrust proceedings before different authorities in Germany and at EU level. We especially focus on mining and energy, postal, tele communications and IT, as well as pharmaceutical and chemical industries. The Catalog of Specifications of EU Air Traffic Law is multifarious and extremely complex, concerning operating licenses, access to markets, and the awarding of slots. Topics include computer-assisted reservation systems, passenger transportation and handling, open sky agreements as well as operating reliability, keeping in mind financing, environmental, health and safety requirements. We represent various international airlines, aircraft manufacturers and aircraft leasing companies, as well as industry associations with regard to these requirements. Our activities include both lobbying work in EC legislative proceedings as well as direct contact with the member states in the implementation of EC directives. 11
Public Sector and Public Procurement Law We possess well-grounded knowledge in all the areas of public law and never lose sight of the essential in the process. Thus, we provide the economic success of our advice to local communities, authorities and private businesses, whether in the framework of urban development according to planning regulations of inner-city quarters, with the risk assessment of bad debts in real estate and corporate transactions or in the assistance of large infrastructure projects, such as the construction of a highway or railway line. Also, our specialized lawyers are equipped to support a privatization project beginning with the design to the point of implementation. Highly qualified lawyers have specialized in public award procedures, contract law for public tasks, and investor competitions. For the public sector, we are designing complete award procedures and implement them up to the legally compliant award with a view to use in practice. 12
Private Clients Private Equity Providing counsel to sophisticated private clients is among the special features of Heuking Kühn Lüer Wojtek: Specialist lawyers and tax accountants advise you in the drafting of prenuptial agreements, in divorce agreements and proceedings, in last wills and testaments, in trusts and contracts of inheritance, in settlements of an estate as well as in the execution of wills and the administration of an estate. We advise national and international financial investors in all phases and on all types of participations. We structure and negotiate all forms of private equity investments for our clients: LBO/MBO transactions, minority interests, forms of mezzanine financing and growth financing. Our advice includes in particular the areas of Corporate Law/M&A, tax, as well as finance. In addition, we cover all legal topics usually associated in private equity transactions and are able to fall back on our peers expertise from other practice groups for special topics. Heuking Kühn Lüer Wojtek s full service approach provides for special expertise in all industries and legal areas. 13
Privatization/ Public Private Partnership We assist our clients in the privatization of public functions, in complex bids and in negotiation proceedings. In the process, our lawyers actively assist business management models, Public Private Partnerships or transfers of shares. In doing so, our tasks include the preparation of award documents, the preparation of bids, draft agreements and negotiations, as well as subsequent contract management, for which purpose our experts from different fields of law collaborate closely. Litigation Economic disputes are characterized by a high degree of complexity and have considerable effects on the enterprises and private persons concerned. They require legally competent, experienced, and efficient representation. We are advising and supporting German and foreign clients comprehensively, starting from thoroughly determining often complex economic and technical circumstances to the developing of strategies to dispute resolution up to successfully enforcing their interests in and out of court. We are also focusing on trial work. We have both a renowned forensic and an arbitral practice. 14
Restructuring/Crisis Management/ Insolvency Frequently, prospects are underestimated in regard to the creative use of regulations under bankruptcy law. You can expect creative solutions and exit strategies from us. We assist corporate management also and specifically in crisis situations, for we are proficient in the instruments of out-of-court restructuring, including the enlistment of new investors. Tax Law Intelligent tax strategies require intelligent advice. Our tax experts assist you in the design, the organization and the realization of national and international corporate and organizational structures, as well as in the preparation of adequate agreements, which are devised according to an optimum fiscal point of view. Moreover, we advise you in all matters of law regarding fiscal offenses. In addition, our well-rehearsed specialist team features comprehensive expertise regarding the possibilities of bankruptcy proceedings as an instrument of restructuring as well as the problems of the practice of liquidation. 15
Telecommunications, Postal Services and New Media In one of the most innovative industries, which has formed in recent decades, we are firmly established and recognized as qualified advisers in policy and economy. We participate in legislative projects in an advisory capacity. For over 20 years, we have supported companies of the IT industry, postal companies, but also users from the areas of banking, insurance, and industrial enterprises. Among our fields of activity are IT projects, licensing procedures, regulation and data protection questions, as well as data storage concepts, software and development contracts, Internet law and e-business as well as outsourcing of IT services. Transport, Traffic & Infrastructure With an interdisciplinary team of lawyers with longstanding industry expertise in the fields of transport, traffic, and infrastructure, we offer our clients integrated industry-specific advisory services. Competencies range from classical transport and forwarding business law as well as transport insurance law to the comprehensive legal advice on transport and infrastructure projects as well as project management up to navigation law including ship financing. In addition, clients also appreciate our industrial sector expertise on transactions and joint ventures as well as in the fields of distribution, antitrust and competition law, and dispute resolution. 16
Insurance Law Heuking Kühn Lüer Wojtek is distinguished by great expertise and specialization in the areas of insurance and insurance sales law. For years, we have advised and represented well-known domestic and foreign insurance groups, insurance brokers as well as companies as insurance holders in all actuarial questions. White Collar Crime Law and Criminal Tax Law The legislator keeps intervening in economic processes to an ever-higher degree - criminal law has turned out to become an instrument of economic policy. More than ever, investigative authorities, district lawyers s offices and courts are sensitive to illegal behavior in business life. Sound business law advice is now no longer conceivable without the participation of a lawyer specializing in white collar crime law and criminal tax law: We advise companies and individuals on how to avoid criminal investigations and provide counsel in all phases of criminal proceedings and on matters of Criminal Compliance. 17
Our Practice Groups Antitrust Banking & Finance Capital Markets Corporate/M&A Distribution & Trade Employment Energy Health Care Insurance/Reinsurance Investment Funds IP, Media & Technology Litigation/Arbitration Private Clients Private Equity/Venture Capital Public Sector & Public Procurement Real Estate & Construction Restructuring Tax Transport, Traffic & Infrastructure White Collar & Criminal Compliance A list of our lawyers is available here:
www.heuking.de
Berlin Frankfurt Chemnitz Hamburg Cologne Munich Brussels www.heuking.de Düsseldorf Stuttgart Zurich